IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 23.
This Agreement constitutes a legal agreement between you ("you" or "User" or “Affiliate”) and Tidy Services, Inc.. d/b/a TIDY and its affiliates, parents, and subsidiaries (collectively, "TIDY" or "us"). This Agreement governs your participation as an affiliate of TIDY, which includes using a link or affiliate code to generate commissions to be paid to you, and related activities (collectively referred to as the “TIDY Affiliate Program”).
By joining the TIDY Affiliate Program, you represent and warrant that: (i) you are at least 18 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE TIDY AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
TIDY’s Affiliate Program is designed to give you credit for business that you help bring to TIDY by suggesting TIDY to your existing users or readers of your software application or content.
Attempting to take action to get users who have a pre-existing interest in TIDY, and get them to use your affiliate link, is strictly prohibited. This includes, but is not limited to, posting your affiliate code to a coupon site (like hotdeals.com or rakuten.com), browser extension (like joinhoney.com), or advertising using TIDY marks on search engines.
To begin the enrollment process, you must submit a completed Affiliate Registration Form. The Registration Form can be found at https://partners.tidy.com/login/. TIDY has sole discretion whether to approve or reject your enrollment to the TIDY Affiliate Program.
If We agree to enroll You to Our Affiliate Program, at Our sole discretion, We will make available to You a code or link for users to use at checkout for a $10 discount and to give you credit on the purchase (referred to herein as "Links" or, individually, a "Link"), which are subject to the terms and conditions hereof. The Links will serve to identify Your site as a member of the TIDY Affiliate Program and will establish a Link from Your site or e-mail to Ours. In utilizing the Links, You agree that You will cooperate with Us in full in order to establish and maintain such Links.
You also agree that You will not represent yourselves as TIDY directly. TIDY retains the right to review your use of the link or your description of TIDY, and request modifications of any kind.
Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred User's knowledge.
2.2 All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any refunds, credits or discounts, or other content concerning TIDY, unless We have given You prior written permission in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links provided by Us. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in Us terminating your eligibility to be an Affiliate of TIDY and disqualifying you from the Affiliate program and/or withholding of Your Commissions.
We will process orders placed by Referred Users who followed the Links from your Site to the TIDY sites. We reserve the right, at our sole discretion, to reject orders that do not comply with all requirements under this Agreement and our Terms of Service. All aspects of order processing and fulfillment, including TIDY service, cancellation, processing, refunds and payment processing will be Our responsibility. We will track the Qualified Purchases generated by Your Site and will make this information available to you through our affiliate website. To permit accurate tracking, reporting, and Commission accrual, you must ensure that the Links between your Site and our website are properly formatted.
Under the Affiliate Program, you will be paid a Commission Fee for each Qualified Purchase by a Referred User that you refer to TIDY in accordance with the terms of this Agreement. Each Referred User and each Qualified Purchase must meet the following criteria (the "Criteria"):
4.1.1 Each Referred User must be a new and unique visitor to TIDY.
4.1.2 Each affiliate must register by completing and submitting the Registration Form using a valid and unique account and billing information.
4.1.3 Commission shall not be paid to the Affiliate for a Referred User that was already tracked through TIDY's tracking system prior to visiting through the Affiliate.
4.1.4 Each Referred User must make a Qualified Purchase, and provide a valid payment for the purchased TIDY services. To generate a Commission Fee for You, each Referred User must be an active, qualified User of TIDY and must be up-to-date in all payments at the time the Commission Fees are processed, and not have been subject to a refund, credit, cancellation, suspension or chargeback (these purchases shall be deducted from the Commission Fee as further detailed in Section 4.2.1 below).
4.1.5 Each Referred User must sign up in a manner, which in Our sole judgment, definitively establishes that the Referred User was referred for the first time directly from You to TIDY under this Agreement based on our Tracking System.
4.1.6 Each Referred User must remain in compliance with our Terms and Service, and all applicable policies and guidelines of TIDY that are applicable at the time the Commission Fees are processed.
4.1.7 Commission Fees may not be paid for the Qualified Purchase if the Referred User received a refund or credit from the Affiliate.
4.1.8 TIDY reserves the right to withhold initial Commission Fees for Affiliates who are new to the Affiliate program, or who have commissions that are potentially fraudulent as determined by TIDY in its sole discretion, in order to determine the legitimacy and cancellation rates of Referred Users.
4.1.9 TIDY reserves the right to suspend payment of Commission Fees at any time and indefinitely, if it suspects fraud or Fraudulent Traffic, improper activity or a potential breach of any of the terms in this Agreement by the Affiliate or a Referred User(s). TIDY reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled TIDY purchases. Where no subsequent Commission Fee is due and owing, TIDY will send Affiliate a bill for the balance of such Commission set off upon termination of the Affiliate Program or termination of the Referred User.
4.1.10 TIDY, in its sole discretion, reserves the right to withhold indefinitely any Commission Fee, and/or to reverse, deny or reject any Commission Fee, and/or to deny or reject any Affiliate account, and/or terminate this Agreement immediately, for:
(i) Any account/sale which has not been in an approved status in good standing as an account of TIDY for a period of at least thirty (30) days.
(ii) All commissions generated for accounts that may be subject to Fraudulent Traffic.
(iii) Any orders deemed to be fraudulent or for which We see a pattern of potentially fraudulent activity, including, without limitation, where there are multiple accounts (whether TIDY accounts or Affiliate accounts) which are being operated by the same User or person, or referral of accounts which do not comply with this Agreement.
(iv) Altering Our Links in any way.
(v) Affiliates whom we believe may be artificially submitting Referred Users or charging double commissions, using false advertising, using marketing practices that we deem to be unethical or likely to attract fraudulent signups and/or signups with a very low likelihood of renewal.
(vi) Any direct referral or traffic to TIDY Sites from search engines, and/or the use of “TIDY” as a key-word for paid ads in search engines, including, without limitations, Facebook, Google, Bing, Yahoo, etc.
(vii) Any use of misleading sites, or accounts in social media.
4.2.1 Subject to the terms of this Agreement, We will pay a Commission Fee equal to the specified percentage or dollar amount in accordance with the Commission Plan with respect to Qualified Purchases, less any Canceled Purchases. Commission Fees will be processed 30 days after the end of the month in which they accrued as set forth below, provided that Affiliate issues an invoice within 10 days from the end of that calendar month.
4.2.2 Affiliate Fees may be paid in non-USD currencies as may be determined by TIDY, in accordance with TIDY's policy and subject to applicable law. Charges for wires or conversion fees may be deducted from the Affiliate Fee in accordance with TIDY’s policy. Please note that Your Affiliate Commission balance is always derived from its USD value and, therefore, the foreign currency payment amount may change in accordance with the applicable exchange rates at the time of payment.
4.2.3 Commissions will accrue and only become payable once (i) you provide all relevant tax and address information pursuant to Section 6 below; and (ii) Commissions accrued to a minimum of $100 (the "Commission Threshold") based on the commission rates stated on TIDY Tracking System.
The TIDY Affiliates program offers Commissions for every Qualified Purchase, as described in your specific Commission Plan, available at: https://partners.tidy.com/ (the “Commission Plan”).
TIDY reserves the right to change the Commission Plan at any time and/or agree on special commission rates with certain Affiliates individually (subject to prior notice).
4.3.1 Payment Forms/Types
Commission Fees shall be paid based on the current information in Your Affiliate profile. It is your responsibility to notify us promptly of any change in your address by updating Your profile information. Payment shall be made within 30 days of the end of the applicable calendar months for Commission due for such month.
Affiliate has access to TIDY's Affiliate Program statistics and activity and specifically agrees to file any tracking or commission disputes as well as any other disputes and discrepancies within 30 days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after that point will not be accepted by TIDY and Affiliate forfeits forever any rights to a potential claim.
6.1 It is Your responsibility to provide TIDY with accurate tax and payment information that is necessary to issue a Commission Fee to You.
6.2 You are responsible for the payment of all applicable taxes related to the commissions you receive under this Agreement.
6.3 You are responsible for informing TIDY of changes to postal and e-mail addresses, as well as any changes to your name, email address, contact information, tax identification number, or other personal information that will impact TIDY's ability to issue a valid Commission payment.
You will be solely responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site. Such responsibilities include, but are not limited to, the technical operation of Your site and all related equipment; content, descriptions, and references on Your site and linking those descriptions to Our website; the accuracy and propriety of materials posted on Your site (including, but not limited to, all materials related to TIDY); ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters and You shall indemnify Us for any and all claims, losses, suits, demands liabilities, costs or expenses howsoever arising due to any misappropriation, infringement of a third party right or violation of any of your undertaking or warranties.
You further represent, warrant, covenant and agree that You will not use the TIDY or Our website to engage in or promote any Prohibited Activity and undertake to comply will all state and federal laws, rules and regulation applicable to the operation of Your business.
We will be responsible for providing all information necessary to allow You to make appropriate Links from Your site to Our site. TIDY will be solely responsible for order processing of orders/Qualified Purchases placed by a Referred User following a Link from Your site, including but not limited to payment processing, cancellations, refunds and related TIDY service. TIDY shall also be responsible for tracking the volume and amount of Qualified Purchases generated by Your site, and for providing information to Affiliates regarding Qualified Purchases statistics.
Referred Users who use TIDY through the Affiliate Network will be deemed to be Our Users. Accordingly, all of Our rules, policies, and operating procedures concerning TIDY’s software & services will apply to those Users.
11.1 You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM"). Any email communication sent will be coordinated in writing with TIDY including dates and amounts of emails to be sent. TIDY, in its sole discretion, reserves the right to reject each and every electronic mailing suggestion. The content of any e-mail message shall be subject to this Section 11. Additionally, You may only send e-mails containing a TIDY Affiliate link and or a message regarding TIDY or TIDY's Affiliate Program to person(s) who have been previously contacted and whom consented to receipt of e-mails from containing TIDY information or information about the TIDY Affiliate program. Failure by You to abide by this section, CAN-SPAM Act of 2003 or our Anti-Spam Policy, in any manner, will be deemed a material breach of this Agreement by You and foreclose any and all rights you may have to any commissions. In addition, if your account has excessive clicks in a very short period of time as determined by TIDY in its sole discretion, the Affiliate relationship may be terminated.
11.2 Compliance with the FTC’s Endorsement Guidelines: In all public postings and advertising materials related to the TIDY Sites and/or the Link (including the Sub Affiliate Link), you will comply with the Federal Trade Commission’s Revised Endorsement and Testimonial Guides, which can be found here: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf.
In this regard, you commit, without derogating from any other guideline, to disclose your relationship with TIDY clearly and conspicuously on your Affiliate Site and maintain such disclosure visible near the Link, wherever it is published.
12.1 Subject to the limitations set forth in Section 2 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable limited license to (i) access the TIDY Site through the Links solely in accordance with the terms of this Agreement; and (ii) solely in connection with such Links, to use the TIDY Marks (but only in the form(s) that they are provided by Us), for the sole purpose of promoting TIDY and as approved in advance by Us. You may not alter, modify, or change the TIDY Marks in any way.
12.2 You shall not make any specific use of any TIDY Marks for purposes other than promoting TIDY, without first submitting a sample to Us and obtaining the express prior written consent of Your TIDY account executive, which consent shall not be unreasonably withheld. You agree not to use the TIDY Marks in any manner that is disparaging or that otherwise portrays TIDY, any hosted member of TIDY or any TIDY employee or representative in a negative light. We reserve all of Our rights in the TIDY Marks and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
12.3 You grant to Us a non-exclusive, royalty free, worldwide license to utilize Your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.
13.1 The Term of this Agreement will commence upon Our acceptance of Your application to enroll to our Affiliate Program and acceptance of Your Registration Form and will end when terminated by either party. Notwithstanding section 4.1.10 above, either You or TIDY may terminate this Agreement at any time, with or without cause, upon a 14 days’ prior written notice. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term, and Commission Fees earned through the date of termination will remain payable only if the orders for the related TIDY are not cancelled and comply with all Terms stipulated in this Agreement. We may withhold Your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Users are legitimate as determined by TIDY in its sole discretion.
13.2 Any Affiliate who violates either this Agreement or TIDY's Terms of Service will immediately forfeit any right to any and all accrued Commissions Fees and will be removed from the TIDY Affiliate Program.
13.3 TIDY reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in TIDY's sole discretion.
13.4 Without limitation, Affiliate's participation in the Program, and this Agreement, shall be deemed automatically terminated and all commissions forfeited upon Affiliate's violation of any of the terms of this Agreement, TIDY’s Terms of Service or of any applicable law or regulation.
Modifications to this agreement must be agreed to in writing by both parties.
15.1 TIDY makes no express or implied warranties or representations with respect to the Affiliate Program, the TIDY Site, the Link or any TIDY Software sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, We make no representation that the operation of the TIDY Software will be uninterrupted or error free, and We will not be liable for the consequences of any interruptions or errors, including the tracking of information about Referred Users during the period of interruption. YOU USE OUR SITE, THE PROGRAM, THE LINK (INCLUDING ANY WIDGETS) AND OUR SERVICES AT YOUR SOLE RISK AND AT YOUR OWN FREE WILL. TIDY’S CONTENT IS BASED ON USER GENERATED CONTENT AND TIDY MAKES NO REPRESENTATIONS AS TO ANY OF THE INFORMATION FOUND ON THE TIDY SITE. THE AFFILIATE PROGRAM, AS WELL AS ALL MATERIALS ON TIDY'S SITE AND THE LINK ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE TIDY SITES AND/OR SERVICES.
15.2 YOU ACKNOWLEDGE THAT TIDY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE PROGRAM, OUR SERVICE OR THE TIDY SITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. TIDY MAKES NO WARRANTY AND DISCLAIMS ALL LIABILITY REGARDING THE COMPLETENESS, ACCURACY, CONSISTENCY OR SECURITY OF TIDY. WE ARE NOT RESPONSIBLE OR LIABLE FOR HARM THAT RESULTS FROM YOUR ENROLLMENT TO THE AFFILIATE PROGRAM, OR USE OF THE TIDY SITE OR ANY SERVICE PROVIDED THEREIN.
15.3 Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes the entire cost and liability for such damage or loss.
TIDY, ITS SUBSIDIARIES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS WILL NOT, UNDER ANY CIRCUMSTANCE, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE AFFILIATE PROGRAM AND/OR THE USE OF THE LINK OR ANY WIDGETS OR PLUG-INS PROVIDED BY TIDY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, TIDY ITS SUBSIDIARIES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS WILL NOT BE HELD LIABLE FOR ANY LOSSES OF ANY KIND THAT MAY RESULT DUE TO DOWNTIME AND/OR THE AVAILABILITY OF THE TIDY SITE OR THE AFFILIATE PROGRAM AND/OR ANY OTHER THIRD PARTY DOWN TIME.
TIDY'S AGGREGATE TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED IN ANY EVENT THE TOTAL COMMISSION FEES PAID TO YOUR BANK ACCOUNT UNDER THIS AGREEMENT DURING THE 90-DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
You and TIDY are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Our behalf. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this Section.
You hereby undertake, represent and warrant to us as follows:
(i) This Agreement has been duly and validly executed and accepted by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.
(ii) The execution and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.
(iii) You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
(iv) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.
(v) There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any Affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.
(vi) During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of Our Terms of Service or Acceptable Use Policy.
(vii) You are at least eighteen (18) years of age.
(viii) You are not engaged in any Prohibited Activity.
(ix) Each Referred User and each Qualifying Purchase referred or submitted by You to Us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.
(x) You shall not use, procure, bid on or otherwise arrange for a sponsored Link which uses or includes any of the TIDY Marks.
(xi) You undertake, directly and in any indirect manner, not to register, procure or use any Internet domain name that includes any of the TIDY Marks or any variations or names similar to any of the TIDY Marks.
You hereby agree to indemnify and hold harmless Us and Our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, (iii) any claim related to Your site, including, without limitation, its development, operation, maintenance and content therein not attributable to Us or (iv) Affiliate engaging in any Prohibited Activity.
Each of the parties here to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, TIDY and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Your application submission acknowledges that you have read this agreement and agree to be bound by all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit TIDY relationships on terms that may differ from those contained in this agreement. we may also solicit TIDY relationships with entities that operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the TIDY Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
Affiliate may not assign this Agreement, absent written authorization by TIDY. TIDY may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Affiliate and TIDY, Affiliate and TIDY agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice of the dispute, controversy, or claim. Affiliate’s address for such notices is the address provided by the Affiliate to TIDY. TIDY's address for such notices is electronic at firstname.lastname@example.org.
a. TIDY AND AFFILIATE MUTUALLY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO THE RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE IN ARBITRATION, as set forth below. This Mutual Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall survive the termination of this Agreement.
b. Except as expressly provided below, this Mutual Arbitration Provision shall apply to any and all Claims (as defined below) between you and TIDY, including, but not limited to, any TIDY d/b/as, affiliates, subsidiaries, parents, successors and assigns, and each of TIDY’s respective officers, directors, investors, insurers, employees, agents, or shareholders. This Mutual Arbitration Provision shall also apply to any and all disputes and/or claims between you and any Client, and/or any other third-party entity involved in requesting or in any way involved in making available, arranging, and/or facilitating the Services. The parties agree that Clients and the other third parties referenced in this paragraph are intended third-party beneficiaries of this Mutual Arbitration Provision.
c. EXCEPT AS EXPRESSLY PROVIDED BELOW, ALL DISPUTES AND/OR CLAIMS BETWEEN YOU AND TIDY SHALL BE EXCLUSIVELY RESOLVED IN BINDING ARBITRATION ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND REPRESENTATIVE ACTIONS AND CLASS ACTIONS ARE NOT PERMITTED.
d. Disputes and claims covered by this Mutual Arbitration Provision include, but are not limited to, any dispute, claim or controversy, whether based on past, present or future events, arising out of or relating to this Agreement.
e. Except as stated in Section 23.2 (i), only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, validity, enforceability, conscionability, and/or formation of this Mutual Arbitration Provision.
f. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested and email, or hand delivery within the applicable statute of limitations period and email. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by Affiliate must be delivered to: Tidy Services, Inc., 2093 Philadelphia Pike #1446 Claymont, DE 19703, United States. The email shall be email@example.com.
g. CLASS ACTION WAIVER-PLEASE READ. TIDY AND AFFILIATE MUTUALLY AGREE THAT BY ENTERING INTO THIS AGREEMENT TO ARBITRATE, BOTH WAIVE THEIR RIGHT TO HAVE ANY DISPUTE OR CLAIM BROUGHT, HEARD OR ARBITRATED AS A CLASS ACTION AND/OR COLLECTIVE ACTION, AND AN ARBITRATOR SHALL NOT HAVE ANY AUTHORITY TO HEAR OR ARBITRATE ANY CLASS ACTION AND/OR COLLECTIVE ACTION (CLASS ACTION WAIVER). TIDY AND AFFILIATE MUTUALLY AGREE THAT BOTH ARE WAIVING THE RIGHT TO BRING, PURSUE OR HAVE A CLAIM OR DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING.
h. REPRESENTATIVE ACTION WAIVER-PLEASE READ. You and TIDY mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a representative action, and an arbitrator shall not have any authority to arbitrate a representative action ("Representative Action Waiver").
i. Notwithstanding any other clause contained in this Agreement, this Mutual Arbitration Provision, or the AAA Rules, as defined below, any claim that all or part of the Class Action Waiver and/or Representative Action Waiver is unenforceable, invalid, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. As stated above, all other disputes regarding interpretation, applicability, enforceability, or formation of this Mutual Arbitration Provision shall be determined exclusively by an arbitrator.
j. You agree and acknowledge that entering into this Mutual Arbitration Provision does not change Service Provider's status as an independent contractor in fact and in law, that Service Provider is not an employee of TIDY and that any disputes in this regard shall be subject to final and binding arbitration as provided in this Mutual Arbitration Provision.
k. Where the relief sought is $50,000 or less, the arbitration will be conducted by FairClaims in accordance with its Arbitration Rules & Procedures effective at the time a claim is made. Where the relief sought is $50,001 or more, the arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate.
l. If the Parties are unable to resolve the claims in Informal Negotiation after 30 days, either Party may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the FairClaims website or the AAA’s site. (The AAA provides a Demand for Arbitration form.) Any settlement offer made by you or Tidy shall not be disclosed to the arbitrator.
m. Any FairClaims arbitration hearing shall be held via written submission, or where requested, video conference. Any AAA arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. Either Party may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on the Parties subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Tidy may attend by telephone.
n. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different affiliates but is bound by rulings in prior arbitrations involving the same TIDY affiliate to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
o. The Parties agree that all communications and evidence related to the dispute will remain confidential, and neither party shall take any action that will harm the reputation of any of the other, or which would reasonably be expected to lead to unwanted or unfavorable publicity to either of the Parties or entities.
p. The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes;
q. Except as provided in the Class Action Waiver and Representative Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable;
r. The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions;
s. You or TIDY may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided may be rendered ineffectual.
t. If the arbitrator issues you an award that is greater than the value of Tidy’s last written settlement offer made after you participated in good faith in the Informal Negotiation process, then Tidy will pay you the amount of the award or U.S. $5,000, whichever is greater.
u. If either party initiates an action in violation of this mutual arbitration provision, and a court or arbitrator determines that such an action is barred by this agreement, then the party who initiated the violating action shall be liable to pay the other party’s costs (including attorney fees) to remedy that violating action, unless such damages are prohibited by law.
v. The Arbitrator's fees shall be apportioned in accordance with applicable law as determined by the Arbitrator;
w. Unless applicable law requires otherwise, and notwithstanding anything to the contrary in the applicable AAA rules or fee schedule(s), TIDY and you shall equally share filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings;
x. Regardless of any other terms of this Agreement or Mutual Arbitration Provision, nothing prevents You from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision. This Mutual Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on the claims addressed in this Section, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any required conditions precedent and/or exhausting required administrative remedies under applicable law before bringing a claim in arbitration. TIDY will not retaliate against You for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
y. The AAA Rules may be found at www.adr.org or by searching for AAA Consumer Arbitration Rules or by calling the AAA at 1-800-778-7879.
z. Right To Consult With A Lawyer: You have the right to consult with private counsel of Your choice for independent legal advice with respect to any aspect of this Agreement or Mutual Arbitration Provision, or any claim that may be subject to this Mutual Arbitration Provision.
aa. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver and/or Representative Action Waiver is invalid or unenforceable, the class, collective, or representative general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver and Representative Action Waiver that is valid and enforceable shall be enforced in arbitration. To the extent that there are any claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the Class Action Waiver and/or Representative Action Waiver is unenforceable, the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
Except for the Mutual Arbitration Provision set forth in Section 23, which is governed by the Federal Arbitration Act, and except as may be prohibited by the law, this Agreement shall be governed and interpreted pursuant to the laws of the state of California.
a. In return for the benefits the Agreement provides, you hereby release TIDY, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees, and agents from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, whether it be at law or in equity that exists as of the time you enter into this agreement.
b. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
You understand that your electronic signature is as legally binding as a handwritten signature.
Last updated: Aug 1, 2021